the harsco corporation code of conduct

SERVING WITH INTEGRITY The Harsco CorporationCode of Conduct

HA R S C O CO R P O R A T I O N CO D E O F CO N D U C T

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

I. SERVING OUR MARKETS WITH INTEGRITY . . . . . . . . . . . . . . . . . . . 3Fair Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Relationships with Suppliers, Representatives and Consultants . . . 4Gifts, Favors and Entertainment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Illegal or Improper Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6International Bribery and Corruption . . . . . . . . . . . . . . . . . . . . . . . . 6Foreign Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Manufacturer's Representative and Distributor Agreements . . . . . . 6

II. INTEGRITY IN THE WORKPLACE . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Equal Opportunity Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Discriminatory Harassment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Health, Safety and Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Drugs and Alcohol in the Workplace . . . . . . . . . . . . . . . . . . . . . . . 10Inappropriate Relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Employee Confidentiality and Access to Records . . . . . . . . . . . . . 11Company Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Company Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Records Retention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Company Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Computer Use and Network Security . . . . . . . . . . . . . . . . . . . . . . . 13Proprietary and Confidential Information . . . . . . . . . . . . . . . . . . . . 15Insider Information and Trading . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Detection and Prevention of Fraud . . . . . . . . . . . . . . . . . . . . . . . . 17Reporting Fraud . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18Corporate Opportunities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

TABLE OF CONTENTS

III. SERVING OUR COMMUNITIES WITH INTEGRITY . . . . . . . . . . . . . . 19Media Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Investor Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20Environmental Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21Cooperating with Government Inquiries or Investigations . . . . . . . 22Unsolicited Ideas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Political Activities and Contributions . . . . . . . . . . . . . . . . . . . . . . . . 24Lobbying . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

IV. DOING YOUR PART . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Reporting Code Violations - Where to Go for Help . . . . . . . . . . . . 25Unsubstantiated Allegations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Confidential Submission of Complaints or Concerns Relating to

Accounting or Auditing Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 26We Will Not Tolerate Retaliation . . . . . . . . . . . . . . . . . . . . . . . . . . . 26Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

V. CONCLUSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

HA R S C O CO R P O R A T I O N CO D E O F CO N D U C T1

Harsco believes in acting with integrityat all times, and in every situation. Ourstockholders, customers, suppliers, andcommunities deserve and expectnothing less from us.

As Harsco's businesses becomeincreasingly complex, the right actionsto take may not always be obvious.This booklet is designed to help youunderstand the basic Harsco principlesand policies that apply to manycommon business circumstances. It isimpossible, however, to cover everypossible situation. If you do not find theanswer here, we encourage you tocontact the many people in thecompany who are ready to help.

INTRODUCTION

WHO SHOULD FOLLOW THIS CODE

The Harsco Corporation Code ofConduct outlines important principlesand policies that everyone working forHarsco, or on Harsco's behalf, mustfollow. Therefore, adherence to thisCode of Conduct is the responsibility ofevery Harsco director, officer, andemployee, including the ChiefExecutive Officer (CEO), the ChiefFinancial Officer (CFO), and theprincipal accounting officer/Controller.We expect similar conduct from oursuppliers, consultants, and contractrepresentatives.

2HA R S C O CO R P O R A T I O N CO D E O F CO N D U C T

WORLDWIDE APPLICATION

Because Harsco does business all overthe world, our operations are subject tothe laws of many different countries,governments and agencies. Each of usis responsible for knowing and followingthe laws that apply where we work.

If you have any questions about theprevailing laws that apply to youractivities, you should always contactHarsco's Corporate Legal departmentfor advice.

You should be aware that U.S.regulations may apply even forbusiness activities that are conductedoutside the United States. Forexample, all of Harsco's worldwideoperations are subject to U.S.Generally Accepted AccountingPrinciples (GAAP) for financial reportingand disclosure. It is important that youbecome familiar with the laws thatapply to your responsibilities.

EXAMPLES CONTAINED IN THISDOCUMENT

Throughout this booklet, severalhypothetical situations are discussed inbrief "Q&A" format to help illustrate theapplication of this Code to workplacematters. These examples are providedonly for illustrative purposes and arenot meant to cover every possiblecircumstance, nor limit in any way thebroad application of the principlesdiscussed in this booklet.


Harsco can prosper only if we serveour customers well. Our goal mustalways be to provide services andproducts that meet and exceed ourcustomers' expectations for quality andperformance.

Each director, officer and employeeshould endeavor to deal fairly withcustomers, suppliers, competitors andemployees. No one should take unfairadvantage of anyone throughmanipulation, concealment, abuse ofprivileged information,misrepresentation of material facts, orany other unfair-dealing practice.

FAIR COMPETITION

Harsco vigorously supports theprinciples of fair competition, and wewill comply with the antitrust andcompetition laws of every jurisdiction inwhich we do business.

No director, officer or employee mayjoin with any competitor or potentialcompetitor (whether by telephone,correspondence, at meetings orelsewhere) to discuss or control thepricing of Harsco's services orproducts; to allocate markets,territories, or customers; to boycott

I. SERVING OUR MARKETS WITH INTEGRITY

certain customers or suppliers; to limitor otherwise control production; or tootherwise restrain trade or engage inpredatory economic practices asprohibited by law. At no time may pricelists, discounts, bid ranges or any otherinformation concerning the pricing ofHarsco's services or products bediscussed or shared in any way withcompetitors. Similarly, agreementswhich restrict a customer's resalepricing or which require tie-in sales arestrictly prohibited. Reciprocaltransactions that involve "I'll buy fromyou only if you buy from me"consideration are also prohibited if theyare conducted with an intent to coerce.

Employees should be especiallymindful of these responsibilities whenparticipating in the activities of tradeassociations, where contact withcompetitors may be unavoidable. Bewary of informal business discussions,as appearances can have seriousconsequences. It is Harsco's policythat employee memberships in tradeassociations must be approved by theapplicable Division President.

AQ The price of raw materials used

by my business unit is rising,which is hurting our profitability.Can we agree with our competitorto limit production?

No. This would be anillegal way to increasepricing. You can limitproduction on yourown, but not in anagreement with yourcompetitor.


RELATIONSHIPS WITH SUPPLIERS,REPRESENTATIVES AND CONSULTANTS

Having reliable, top-performingsuppliers and representatives isimportant to our company's success.The selection of suppliers,representatives and consultants, andthe purchase of materials and services,must always be determined solely onthe basis of fair dealing and legitimatebusiness considerations, such as price,quality, delivery, service, reputation, andother appropriate considerations.

Major suppliers, representatives, andconsultants should be furnished with acopy of this Code of Conduct andencouraged to comply with itsapplicable provisions.

GIFTS, FAVORS AND ENTERTAINMENT

Business gifts, favors, andentertainment can interfere with theconduct of a sound and objectivebusiness relationship, and thereforeneed to be approached with caution.The circumstances under which a gift isgiven may dictate whether it is

permissible. Harsco directors, officersand employees may pay for meals andrefreshments for others in connectionwith business discussions, and alsomay provide reasonable entertainmentand modest hospitality. Similarhospitality may be accepted. In someinstances, business gifts which areneither lavish nor extravagant may beappropriate to the situation.

All such expenditures must beauthorized and documented inaccordance with Harsco's policy andprocedure for Travel and EntertainmentExpense Reporting, Business Gifts andClub Dues, which is available on theHarsco Corporate Intranet.

However, under no circumstances mayan expenditure or payment be madewhich could reasonably be construedas an improper inducement to therecipient to corruptly perform somegovernmental or business act for thebenefit of Harsco.


I. SERVING OUR MARKETS WITH INTEGRITY (CONT'D.)

CONFLICTS OF INTEREST

Every Harsco director, officer andemployee has a responsibility to avoidany activity or relationship that mayinterfere with, or appear to interferewith, their independent judgment andobjectivity on the company's behalf.

A "conflict of interest" occurs when anindividual's private interest interferes inany way _ or even appears to interfere _

with the interests of the company as awhole. A conflict situation can arisewhen a director, officer or employeetakes actions or has interests that maymake it difficult to perform his or hercompany work objectively andeffectively. Conflicts of interest alsoarise when a director, officer oremployee, or a member of his or herfamily, receives improper personalbenefits as a result of his or her positionin the company.

The following outlines some of the basicrules that apply to directors, officers andemployees regarding conflict of interestmatters:

You must not use your position ofemployment or other relationshipwith the company to influencedecisions concerning business

transactions between Harsco and acompany in which you or a memberof your immediate family has apersonal interest through ownership.The exception to this are investmentsin publicly held corporations whenthe investment results in less than aone percent ownership interest.

You must not accept personal favorsor benefits from those dealing withthe company which could influenceor could give the impression ofinfluencing your business judgment.

You must not engage in outsidebusiness activities which in any waycould utilize confidential informationknown to you as an employee ofHarsco.

While specific rules cannot be written tocover every possible conflict of interestsituation, ask yourself the followingquestion, "Am I or a member of myfamily gaining some improper personalbenefits from this business decision ortransaction?" To prevent a possibleconflict of interest, your answer to thisquestion should simply be "No." If it isnot, you should not proceed with thetransaction or activity.

AQ A supplier to our company has asked

me to perform some work for themafter normal business hours. Wouldit be okay to perform the work?

No. This would beinappropriate unless youfirst disclose it to anEthics Point of Contactand receive approval.This relationship couldresult in a conflict ofinterest.


ILLEGAL OR IMPROPER PAYMENTS

The laws of the countries in whichHarsco operates may sometimes havediffering standards or practices relatingto payments to government officials.Even though it may be local practice orcustom to allow certain payments, it isHarsco's policy to prohibit unauthorizedpayments to anyone, anywhere in theworld, for any reason.

INTERNATIONAL BRIBERY ANDCORRUPTION

Harsco's directors, officers andemployees will not engage in anypractices or use any procedures whichmight conceal or facilitate tax evasion,bribery, kickbacks or any other illegal orimproper payments or receipts, orwhich might support even an inferenceof wrongdoing.

FOREIGN SALES

Harsco's directors, officers andemployees will adhere to the exportcontrol regulations established by theUnited States Government and by theother countries where we do business.These regulations may prohibit certainshipments depending upon the type of

product, the end use of the product, theend user of the product, or the countryinvolved. Lists of prohibited shipmentsand products can change frequently,and it is important for anyone involvedin this area of responsibility to maintaina current understanding. When indoubt, you should contact the HarscoCorporate Legal department. Penaltiesfor violations of these regulations canbe severe.

MANUFACTURER'S REPRESENTATIVEAND DISTRIBUTOR AGREEMENTS

Harsco has developed a recommendedformat and language for bothmanufacturer's representative anddistributor agreements which should beused whenever an agreement of thistype is contemplated. Please consultwith the Harsco Corporate Legaldepartment for the appropriate formatand language.


Harsco strives to create a positive workenvironment that gives every director,officer and employee the opportunity tocontribute meaningfully to our company'sperformance and long-term success.

It is Harsco's belief that every Harscocolleague has genuine worth anddeserves to be treated with dignity andrespect. In fulfilling this belief, Harscowill seek to employ a diverse workforce;encourage self-development; assistemployees in improving and broadeningtheir job skills; provide equal opportunityfor all employees to succeed basedupon merit; and seek to provide a safeand healthful workplace in which eachindividual's privacy and personal dignityare respected and protected fromoffensive, hostile, or intimidatingbehavior.

Harsco and our operating divisionsmaintain important policies whichspecify the manner in which we willcarry out these commitments. Officersand employees must be aware of andmust comply with all applicable policiesrelating to integrity in the workplace.These include, but are not limited to, thefollowing:

Harsco Corporation EqualEmployment Opportunity andAffirmative Action Policy

II. INTEGRITY IN THE WORKPLACE

Harsco Corporation Policy AgainstDiscriminatory Harassment

The applicable ElectronicCommunications policies

The applicable Drug and Alcoholpolicies

Harsco's SafeGuard Safety Policy

Applicable Division Safety policies

All of these policies are available on theHarsco Corporate Intranet or throughyour Human Resources department.

EQUAL OPPORTUNITY EMPLOYMENT

Harsco's workforce reflects manycultures, ethnicities, languages, andlifestyles. This rich diversity is one ofHarsco's great strengths, and enablesus to benefit from the talents,backgrounds and perspectives of abroad range of outstanding employees.As part of our commitment to diversity,Harsco seeks to utilize recruitmentsources and engage in outreach effortsthat are designed to encourage minorityand female applicants to seekemployment with us.

It is our policy to make all employment-related decisions and provide all terms


inappropriate basis. Anyone whocommits or condones harassment willbe subject to disciplinary action up toand including termination of theiremployment or other relationship withthe company.

Harsco's policy against discriminatoryharassment explains in more detail ourprohibition against this behavior and thereporting procedures which must befollowed to bring such situations to thecompany's attention and ensure that thecompany has the opportunity torespond. Anyone who experiences orwitnesses discriminatory harassmentshould immediately report the matterto either the individual designated asthe Ethics Point of Contact for yourlocation or Division, or the Ethics Pointof Contact at Harsco's Corporateheadquarters. The names andtelephone numbers of these contactindividuals are posted on your officialbulletin board. Harsco will not allowany retaliation against any director,officer or employee who makes a goodfaith complaint or report ofdiscriminatory harassment.

and conditions of employment solely onthe basis of job qualifications andperformance, without regard to aperson's race, creed, color, religion,gender, national origin, age, non job-related disability, or any other categoryprotected by law.

The company's commitment to equalopportunity employment is more fullyset forth in the Harsco CorporationEqual Employment Opportunity andAffirmative Action Policy, which isavailable on the Harsco CorporateIntranet or through your HumanResources department. All employeesmust familiarize themselves with thecommitments and requirements of thisimportant policy.

DISCRIMINATORY HARASSMENT

Harsco will not tolerate anydiscriminatory harassment of directors,officers or employees or those doingbusiness with us in any form. Thisincludes any unwelcome verbal,physical, or graphic conduct related toan individual's race, creed, color,religion, gender, national origin, sexualpreference, marital status, age, ordisability, or any other illegal or

AQ I was present when a co-worker

told an offensive joke. What isthe best way to respond?

Don't laugh justbecause you areuncomfortable. Politelytell the co-worker thatthe joke offends you.You may want to leavethe room and considercontacting your EthicsPoint of Contact.


II. INTEGRITY IN THE WORKPLACE (CONT'D.)

HEALTH, SAFETY AND SECURITY

Providing for the health, safety andsecurity of our employees is one ofHarsco's most importantresponsibilities.

Harsco's SafeGuard safety program isdesigned to maintain a level of safetyperformance that promotes a positivework environment, minimizes risk to ouremployees, supports our relationshipswith our customers, and maximizesvalue to Harsco stockholders.

Our guiding SafeGuard safety policy isbased on these basic principles:

All injuries and occupationalillnesses are preventable.

We will strive for an injury-freeworkplace, are never satisfied wheninjuries occur, and take the requiredaction to prevent them.

All construction and operatingexposures can be reasonablysafeguarded.

For all jobs in which there may be asignificant safety hazard, Harscomanagement will conduct riskanalyses, determine safe workpractices, develop safe operating

procedures, and take necessaryactions to minimize risk to workers.

Safety is as important as cost,quality and productivity.

Harsco's daily business decisionsgive safety equal consideration toother business criteria. Safety isnever compromised in order to meetproductivity deadlines and/or otherbusiness demands.

Working safely is an essentialelement of employee performance.

All Harsco employees have aresponsibility to work safely, reportinjuries immediately, and participatein accident and incidentinvestigations. Individuals are heldaccountable for conductingthemselves in a way that theiractions or inactions do not causeinjury to themselves, their co-workers or the general public.

Safety is a line managementresponsibility.

All Harsco managers andsupervisors are responsible and areheld accountable to provide a safeand orderly working environment fortheir employees.

A

Q A co-worker tells you about hurtinghis back over the weekend whilemoving furniture, but mentions inconfidence that he intends to report itas a work-related injury so that he canhave some time off. He asks you toserve as a “witness” to confirm thestory. What action should you take?

False reports are not only aCode of Conduct violation,they are illegal. Thediscussion should bereported immediately toyour supervisor.


duty will not be permitted to work. Inaddition, employees may be requestedto submit to drug or alcohol testing,pursuant to Harsco's Drug and Alcoholpolicies and testing procedures,when consistent with applicable law. Ifthe use of drugs or alcohol issubstantiated, Harsco may imposedisciplinary action, up to and includingtermination of employment.

INAPPROPRIATE RELATIONSHIPS

It is inappropriate for members ofmanagement at any level to have asexual, intimate, or romanticrelationship with any other member ofthe company when the member ofmanagement has, or appears to have,authority over the other employee as aresult of their respective positionswithin the company. This is a violationof the Code of Conduct even if bothindividuals agree to the personalrelationship. Disciplinary action up toand including termination ofemployment may be imposed.

Line management has aresponsibility to train all employeesto work safely.

Harsco employees are trained onjobs in which there may be asignificant safety hazard. Harscomanagers reinforce training byroutinely observing employee workhabits.

DRUGS AND ALCOHOL IN THEWORKPLACE

Being under the influence of alcohol ordrugs or improperly using medicationsdiminishes an employee's ability toperform at his or her best. Thesebehaviors can also threaten the overallsafety and productivity of ouroperations. Because of this, Harscostrictly forbids the use of illegal drugs,drugs that impair your ability to performyour job, and alcohol in all of itsworkplaces. Harsco has establishedDrug and Alcohol policies and testingprocedures to ensure that employeescomply with this prohibition.

At Harsco's discretion, an employeewhose job performance or behaviorindicates that he or she may be unfit for



EMPLOYEE CONFIDENTIALITY ANDACCESS TO RECORDS

Harsco respects the confidentiality ofyour personal information. Access topersonal records is limited to thosespecific company personnel who haveappropriate authorization and alegitimate and pertinent businessrequirement to know. Personalemployee information will not beprovided to anyone outside of Harscowithout proper authorization.

COMPANY FUNDS

Each director, officer and employee ispersonally accountable for anycompany funds that have beencommitted to them. All invoices tocustomers and others must accuratelyreflect the services or products sold,the true price, and the terms of sale.Payment received in excess of theinvoiced amount must be rejected andpromptly refunded.

Before any expense report, invoice, orother payment mechanism is approved,a review should be made sufficient toestablish a good faith belief that thepurchases and amounts are proper,

that they accurately reflect the productssold or services rendered, and that theyare in strict compliance with thepurchase order or other agreementbetween the parties.

Loosely controlled cash or other fundscould contribute to the improper use ofHarsco assets. Therefore, all bankaccounts containing Harsco funds shallbe established and maintained inHarsco's name, and all transactions inaccounts containing Harsco funds shallbe clearly identified in Harsco's booksand records. No funds shall bemaintained in cash except thosereasonably required for normalbusiness operations.

COMPANY RECORDS

Proper and timely completion ofHarsco's business records, reports andtax returns is indispensable todischarging our various financial, legalcompliance, management, and taxobligations. They must be preparedaccurately, truthfully, and completely.

All financial transactions involvingHarsco must be properly recorded topermit the preparation of our financialstatements in conformance with U.S.

AQ My business unit pays commissions

to certain external sales representa-tives. Can I delay payment of thesecommissions in order to reduce thecurrent expenses?

No. Doing this wouldresult in overstatingearnings for the currentperiod and would thusproduce incorrectfinancial reports.


Generally Accepted AccountingPrinciples, and to maintainaccountability for all of Harsco's assets.Anyone involved in creating, processingor recording this information isresponsible for ensuring that alltransactions are promptly, accuratelyand completely recorded in Harsco'sbooks. Supporting documentation fortransactions such as invoices, checkrequests, and travel expense reportsmust accurately and fully describe theactual transactions, in terms of bothpurpose and amount. Costs andexpenses must always be charged orallocated to the proper contract oraccount.

No secret or unrecorded fund of Harscocash or other assets shall beestablished or maintained for anypurpose. Sound administrative andaccounting controls are required of allHarsco operations to providereasonable assurance that Harsco is infull compliance with its publicobligations to provide full, fair, accurate,timely and understandable disclosure inreports and documents that thecompany files with, or submits to, the

U.S. Securities and ExchangeCommission (SEC), and in other publiccommunications made by the company.These include assurance that thecompany's financial and other reportsare accurately and reliably prepared,and that they fully and fairly disclose allrequired or otherwise materialinformation.

RECORDS RETENTION

Certain documents are required to beretained for specified periods to supportthe tax and other legal responsibilitiesof the company. These include payrolland related records, engineeringrecords, sales records, and shippingand receiving records, to name just afew. It is Harsco's policy to retainrecords only as long as they areactually required by law, governmentalregulations, or are useful. Each Harscodivision is responsible for the retentionof records in accordance with theminimum time standards described inHarsco's Records Retention Policy,which is available on the HarscoCorporate Intranet.

A

Q In reviewing a monthly report, Icame across data that does notseem to be correct. I compared itto historical data and concludedthat the current report containsfalse data. I approached mysupervisor about this and was toldnot to worry about it. Should Iissue the report with the inaccurateinformation?

No. All of Harsco's businessrecords must be accurate,truthful and complete. It isnot acceptable to allow falsedata to remain in thedocument, regardless ofwhether it was enteredknowingly or unknowingly.If your supervisor isunwilling to correct thereport, you must seek outan Ethics Point of Contact.


COMPANY PROPERTY

We all have an obligation to protect thecompany's property. Our responsibili-ties include ensuring that companyproperty is properly maintained andused only to further Harsco's businessobjectives.

Directors, officers and employeesshould always first consider whether adecision to use or commit companyproperty is in the company's bestinterests. Company property may notbe loaned, given away or otherwisedisposed of without properauthorization. Similarly, it may neverbe used for personal benefit. Thisincludes company-issued credit cardsand computer software.

COMPUTER USE AND NETWORKSECURITY

The company's business computersand electronic media systems, such ase-mail, voicemail, and access to the

Internet, are entrusted to employeesto assist in conducting the company'sbusiness. Harsco expects all users toconduct themselves honestly andappropriately when using thesesystems, and to respect thecopyrights, software licensing rules,property rights, and privacy of others,just as they would in any otherbusiness dealings.

All directors, officers and employeeswith access to Harsco's computerresources must fully comply withHarsco's electronic mail and Internetusage policies. These policies makeclear that Harsco will monitor e-mail and Internet usage and thatemployees cannot expect privacy withrespect to communications overHarsco's computer systems.

Any personal use of the Internet orother electronic systems thatinterferes with the performance of anyemployee's work is strictly prohibited.Directors, officers and employees may



Harsco reserves the right to monitor e-mail communications and periodicallyreview logs of any directors, officersand employee's company computerusage to assure that the company'sresources are being used wisely andare devoted to the highest levels ofproductivity.

In providing access to the Internet, thecompany employs a variety of securityschemes such as firewalls and proxiesto maintain the safety and security ofthe company's networks. Only thoseInternet services and functions withdocumented business purposes will beenabled at the Internet firewall.Directors, officers and employeesshould never attempt to disable, defeator circumvent any company securityfacility. These actions are subject toimmediate discharge.

not use or subscribe to e-mail orInternet services for which there arecharges billed back to the company. Inaddition, as with any other businesscommunications, directors, officers andemployees may not send, view, ordownload content that may bereasonably considered offensive to or aharassment of another person.

The ease of sharing informationthrough e-mail heightens the need forcareful use of this system to avoid theunauthorized communication orexchange of highly sensitiveinformation. The use of e-mail tocommunicate trade secrets or anyconfidential or sensitive information isstrictly prohibited unless priorauthorization has been given.

Directors, officers and employeesshould understand that any informationentered into the company's computersystem is company property, and thereshould be no expectation of privacy.


PROPRIETARY AND CONFIDENTIALINFORMATION

All directors, officers and employeeshave a duty to safeguard Harsco'sproprietary and confidential informationand protect it from unauthorizeddisclosure. This duty is not limited tothe time an officer or employee isemployed by Harsco, but continuesafter the individual has ended theiremployment with the company.Similarly, the time for directors is notlimited to the time during which thedirector is retained, but extends afterthe director has left the Harsco Board.

Confidential information includes allnon-public information about Harsco,our customers and suppliers thatmight be of use to competitors orharmful to the company, ourcustomers or suppliers if disclosed.

Proprietary information includescopyrights and trade secrets as wellas sensitive or private technical,financial and business information.Unauthorized disclosure couldeliminate its value to Harsco and alsogive unfair advantage to others.

Access to confidential and proprietaryinformation is strictly limited to onlythose having a need to know. Harscowill take all appropriate actions toprotect our confidential and proprietaryinformation from improper disclosure.


AQ I am a newly-hired employee in

the sales department. Is itappropriate to copy my salescontact list from my previousemployer and take it with me?

No. The contact listbelongs to your formeremployer and isprobably consideredconfidential.


INSIDER INFORMATION AND TRADING

In accordance with Harsco's policy onInsider Trading, which is available onHarsco's Corporate Intranet, nodirector, officer or other employee ofthe company who is aware of materialnonpublic information relating to thecompany may, either directly or throughfamily members or other persons orentities:

buy or sell Harsco securities (otherthan pursuant to a pre-approvedtrading plan that complies with SECRule 10b5-1), or engage in any otheraction to take personal advantage ofthat material nonpublic information,or

pass that information on to othersoutside the company, includingfamily and friends.

In addition, it is Harsco's policy that nodirector, officer or employee who, in thecourse of working for Harsco, learns ofmaterial nonpublic information about acompany with which Harsco doesbusiness, such as a customer orsupplier of Harsco, may trade in thatcompany's securities until theinformation becomes public or is nolonger material.

A

Q We have a personal situation at homethat makes it urgently necessary to paysome expenses. I'd like to sell some ofmy Harsco stock, but we're currentlyunder a "blackout" period due to animpending corporate announcement.Can't I get an exemption?

No. Employees shouldunderstand that even stocktransactions that may seemnecessary or justifiable forindependent reasons (such asthe need to raise money for anemergency expenditure) arenot exempt from this policy.Even the appearance of animproper transaction must beavoided to preserve Harsco'sreputation for adhering to thehighest standards of conduct.



Certain types of behavior may indicatefraudulent activity. There are also sev-eral areas of responsibility that inher-ently have a higher degree of risk andexposure to fraud. These areas includethe processing of cash disbursements,receiving cash, payroll processing, andthe maintenance of check stocks. Acommon characteristic of each of theseareas is that they provide access tocash, other assets, and/or the relatedaccounting records, including sourcedocumentation. Such access increasesthe opportunity to obtain an unethical orunlawful benefit.

DETECTION AND PREVENTION OFFRAUD

It is important that any fraud be detect-ed, reported, and most of all, prevent-ed. Experts in fraud detection and pre-vention estimate that dishonest andfraudulent activity can cost businesseslike ours more than one percent of theirtotal revenues every year.

All company assets should be used forlegitimate business purposes. All direc-tors, officers and employees shouldprotect the company's assets andensure their efficient use. Theft, care-lessness and waste have a directimpact on Harsco's profitability.

AQ One of our co-workers seems to have taken

on a much higher standard of livingrecently, but he refuses to discuss it. Idon't want to create problems for him, butis there any reason to be suspicious?

An individual living beyond theirmeans, especially if there is a suddenincrease in their standard of living,could be a sign of fraudulent activity.Also, persons experiencing personalrelationship problems, drug orgambling addictions, real or perceivedgrievances, or financial problems maybe under pressure to pursuefraudulent activity. Additionally, inorder to accomplish the fraudulentactivity, especially over an extendedperiod of time, the individual mayhave to work at odd hours, or nottake vacations so that the chance ofdiscovery is minimized. You have aresponsibility to report questionableactivity that may indicate theexistence of fraud.


REPORTING FRAUD

All Harsco directors, officers,employees, agents, and consultantsshould be familiar with Harsco's"Internal Control Framework," "Code ofConduct and Defalcations," and"Confidential Submission of Complaintsor Concerns Relating to Accounting orAuditing Matters" policies. All of thesepolicies are available from your DivisionController or Ethics Point of Contact, oron the Harsco Corporate Intranet.These policies provide guidance forhow to report questionable activity, andprocedures for handling such reportsconfidentially.

Harsco's policy is to take disciplinaryaction up to and including suspensionor discharge of employees who violatethese policies. In addition, disciplinaryaction may be taken againstsupervisors and other members ofmanagement who knowingly condoneor permit illegal or unethical conductwithin their organizations.

CORPORATE OPPORTUNITIES

All directors, officers and employeesowe a duty to the company to advanceHarsco's legitimate interests when theopportunity to do so arises. Allopportunities that are discoveredthrough the use of Harsco's property,information or position belong toHarsco, and not to any individualdirector, officer or employee. Similarly,any copyrightable works and inventionscreated by Harsco employees withinthe scope of their employment are thesole and exclusive property of Harsco.It is improper for any director, officer oremployee to use Harsco's property,information or position for personalgain, or to compete against Harsco.


III. SERVING OUR COMMUNITIES WITH INTEGRITY

We all represent Harsco in ourrespective communities. Goodcitizenship and community participationare encouraged throughout Harsco tohelp make our communities stronger. Itis to everyone's benefit when ourcommunities are healthy, prosperousand secure.

MEDIA RELATIONS

Harsco's continuing success dependsnot only on our customers' acceptanceof our services and products, but alsoon public acceptance of our conduct.Therefore, the public is entitled to areasonable explanation of our activities,especially concerning those activitiesthat directly bear on the public interest.

Corporate spokespersons have beendesignated to respond to all public andmedia inquiries. These spokespersonsare responsible for meeting ourobligations for timely and widespreadpublic dissemination of material newsand information at the appropriate time,and for guarding against theinadvertent disclosure of confidential orcompetitively sensitive information.Except for these designatedspokespersons, employees shouldnever talk about company matters withthe news media on their own,regardless of whether they are on or offthe record. All inquiries from the mediashould be referred to Harsco'sCorporate Communications departmentfor handling.

A

Q A local newspaper reporter hascalled asking for our comment onhow we view the business outlookwithin our market sector. Thereporter said she is willing to go“off the record” if we feeluncomfortable about beingquoted. Can I talk with her?

No. It is best that you referall media inquiries to theCorporate Communicationsdepartment at Harsco. Asa large, publicly tradedcorporation, we have anobligation to handle allmedia inquiries responsiblyand forthrightly, whichincludes speaking to themedia as “one voice” forthe company.


INVESTOR RELATIONS

Members of the investing community (aterm which includes stockholders,securities analysts, creditors andothers), depend on us for providingreliable information about our businessoperations, performance and outlook.It is essential that we not provide"special" or favored treatment to some.Harsco's policies require that weprovide all members of the public equalaccess to material information.

What information is material? Materialinformation includes all information thata reasonable investor would considerimportant in deciding whether to buy,sell, or hold Harsco stock. Informationthat is likely to affect the trading price ofour stock is almost always material.

The only Harsco personnel authorizedto communicate with the investmentcommunity are the Chief ExecutiveOfficer (CEO), the Chief FinancialOfficer (CFO), or the Vice President -Investor Relations. All other officersand employees must avoid discussionswith the investment community exceptwhen participating with one or moreof the above three authorizedindividuals. Day-to-day contact with theinvestment community is theresponsibility of the Vice President -Investor Relations. If any employeeother than the CEO, CFO or the VicePresident - Investor Relations iscontacted by a member of theinvestment community, he or sheshould refuse comment and reportthe contact to the Vice President -Investor Relations at the HarscoCorporate Office.


III. SERVING OUR COMMUNITIES WITH INTEGRITY (CONT'D.)

ENVIRONMENTAL RESPONSIBILITIES

Harsco is committed to safeguardingthe global environment, naturalresources and human health.

Our commitment extends beyondexpected compliance withenvironmental laws and includes theincorporation of sound environmentalpractices into our business decision-making processes. These include:

Environmental Audits

Harsco will continually assess,through formalized auditing, theenvironmental impact of ouroperating facilities and products, andwill strive to eliminate unacceptablerisks to customers, employees,neighbors, and the communities inwhich we operate.

Resource Allocation

Harsco will commit adequateresources and take appropriateactions to minimize the impact ofpresent and past manufacturingoperations on the environment.

Environmental Management Systems

Each Harsco operation maintainsenvironmental management systemsin compliance with environmentallaws, regulations and generally-accepted "good managementpractices." With a goal of continuousimprovement, environmentalperformance is an important factor inour management review process.

Environmental Control Programs

Each Harsco operation maintains air,water and waste management controlprograms. Preference is given totechnologies, operating procedures,and treatment alternatives thatreduce or eliminate facility wastesand emissions.

Energy Optimization

All Harsco employees are encouragedto achieve the effective use of energyand natural resources to support ourbusiness operations. Preference isgiven to environmentally safe andsustainable energy sources.


Waste Management

Harsco operations are expected todispose of hazardous and non-hazardous waste in anenvironmentally responsible manner.Commercial hazardous wastefacilities are inspected routinely toassure that we use only thosemaintaining compliance withacceptable standards.

COOPERATING WITH GOVERNMENTINQUIRIES OR INVESTIGATIONS

In the normal course of our business,our directors, officers and employeesmay come into contact with governmentpersonnel who are responsible forenforcing the law, such as officials whoconduct inspections or investigations.You are encouraged to keep thefollowing guidelines in mind whencooperating with any governmentinquiry or investigation:

Dealing honestly and truthfully withgovernment officials is required of allHarsco directors, officers andemployees.

All government investigations orinspections must be reportedimmediately to the Harsco Law

department or Harsco CorporateHuman Resources department, asappropriate. In the event of such acontact, you should make a recordof the name of the investigator, hisor her title, and the agencyrepresented. Ask to seeidentification if the contact is inperson, and ask the purpose of theinvestigation or inquiry. Once the fullidentity of the visitor and his or herstated purpose are obtained, theHarsco Corporate Legaldepartment/Human Resourcesdepartment should be consulted atthe first opportunity, preferablybefore any further conversationtakes place.

Immediate reporting to the HarscoCorporate Legal department isparticularly critical when requestsare made in the form of a summons,subpoena, an order to show cause,or other legal document requiringthat an appearance be made or aresponse be given. The originallegal document must be sentimmediately to the Harsco CorporateLegal department.


III. SERVING OUR COMMUNITIES WITH INTEGRITY (CONT'D.)

UNSOLICITED IDEAS

It is Harsco's general policy not toconsider unsolicited ideas ordisclosures received from personsoutside the company, and to proceedwith caution in those unusual instanceswhen consideration of an unsolicitedidea is warranted.

An "unsolicited idea" includes anytechnical, business or other type ofconcept that relates to any aspect ofHarsco's business, or to any product,process, procedure, design, invention,technique, promotion or advertising thatis submitted in writing or verbally by aperson or company outside of Harscowithout a signed agreement reviewedby the Harsco Corporate Legaldepartment establishing Harsco'sobligations. An "unsolicited idea" alsoincludes any such concept that issubmitted by a Harsco employee whohas not signed an EmployeeConfidentiality Agreement.

If you receive an unsolicited idea, youshould immediately forward theinformation to your Division President.The Division President will determinewhether Harsco might have any interestin evaluating the idea on an exception-to-policy basis. If a positivedetermination is made, there arespecific procedures detailed in Harsco'sAccounting and General Manual thatwould apply.


POLITICAL ACTIVITIES ANDCONTRIBUTIONS

While international laws and practicesvary regarding political activity fromcorporations, Harsco will never usecompany funds, equipment, products,facilities or other gifts or benefits toseek an illegal or improper advantagewith any public official, candidate, orpolitical organization.

From time to time, the company maycommunicate information on politicalissues that could affect our businesses.For certain employees, the companyalso makes available voluntary partici-pation in the HARSCOPAC, a non-parti-san political action committee that solic-its contributions in support of pro-busi-ness political candidates. At no time,however, will Harsco tell employeeshow to vote. The decision on how youvote is up to you.

Should you wish to engage directly inthe political process, please understandthat you must do so on your own time,and with your own resources. Youmay not use company time, property,or equipment for personal politicalactivities.

LOBBYING

Lobbying activities that may beundertaken on the company's behalfare subject to stringent and explicitrules, and may also require formaldisclosure. Any lobbying on behalf ofthe company must first be approved bythe Harsco General Counsel at theHarsco Corporate Office.


IV. DOING YOUR PART

The responsibilities that we share asHarsco directors, officers and employeesfor doing business with integrity requirethat we speak up when we should. Whileit is obviously impossible to anticipateevery possible situation, you should bearin mind the following basic guidelines.

You should always speak up when:

You are unsure about a situation andneed advice.

You honestly believe that someone isdoing - or is about to do - somethingthat would violate the law or theseCode of Conduct standards.

You believe that you may have beeninvolved in misconduct.

REPORTING CODE VIOLATIONS _ WHERETO GO FOR HELP

Questions, issues and concerns aboutbusiness conduct frequently can beworked out with your immediatesupervisor. If you suspect a violation ofthis Code of Conduct, however, you mustcontact the individual designated as theEthics Point of Contact for your location,your Division, or the Harsco CorporateOffice.

When reporting a potential Code ofConduct violation, you can choose to

include your name, or you can reportanonymously. Anonymous reports willnot be traced. Be aware, however, thatreporting alleged violations anonymouslycan be less effective than when youinclude your name, as the anonymitymay hinder the investigation.Nonetheless, Harsco will do its best todeal with anonymous reports.

If you are a supervisor and an employeereports a violation to you, you mustencourage the employee to report theviolation to an Ethics Point of Contact. Ifhe or she refuses, you must make thedisclosure yourself to the Ethics Point ofContact within 24 hours of becomingaware of the violation. Not doing so isitself a Code of Conduct violation.

The names and telephone numbers ofthe Ethics Points of Contact for yourDivision or business unit are posted onyour official bulletin board.

UNSUBSTANTIATED ALLEGATIONS

Since unsubstantiated accusation candamage reputations unfairly, it isimportant for anyone to exerciseextreme care in making allegations.Complaints should not be frivolous andshould always be as factually accurateas possible.

AQ My supervisor instructed me to do

something that I believe might beagainst the law. What should I do?

It is never acceptable tobreak the law, even if yourmanager tells you to do it.You should talk to yourmanager to make sure youunderstand the facts. If youstill have concerns, youshould use the Code ofConduct's reportingprocedures to inform anEthics Point of Contact.


CONFIDENTIAL SUBMISSION OFCOMPLAINTS OR CONCERNS RELATINGTO ACCOUNTING OR AUDITINGMATTERS

Of special concern are complaints orconcerns relating to Harsco's account-ing, internal accounting controls, orother related matters. Several methodsare available to report concerns of thistype, including mail, e- mail, or directtoll-free telephone. Details on thesemethods are contained on your officialbulletin board postings or on theHarsco Corporate Intranet. Individualsmay also contact any member of theAudit Committee of Harsco's Board ofDirectors. All reports will be treatedconfidentially to the fullest extent possible. Submissions may be madeanonymously and will not be traced.

WE WILL NOT TOLERATE RETALIATION

Harsco will not allow any retaliation orharassment against any director, officeror employee who in good faith raises aconcern or reports misconduct. Anallegation raised "in good faith" doesnot mean that it must ultimately beproven correct, but it does require that

the individual raising the allegationhonestly believes that he or she isproviding truthful information.

Any individuals who engage inretaliatory or harassing conduct againstsomeone who in good faith raises aconcern or makes a report will besubject to strict disciplinary action,including the possibility of immediatedischarge from employment.

WAIVERS

Special circumstances may make itappropriate for Harsco to grant a waiverto a director, officer or employee forsome act or activity that mightotherwise be considered a violation ofthis Code of Conduct. Requests forwaivers must be made directly toHarsco corporate management, who, ifappropriate, will make arecommendation for final action to theNominating and GovernanceCommittee of the Harsco Board ofDirectors. The Nominating andGovernance Committee shall direct anyrequired public disclosure via theHarsco Corporation public website andother means as appropriate.


V. CONCLUSION

It is understood that specific guidelineswill not cover every possible situationwhere the risk of improper, illegal, orunethical action exists.

If you suspect a violation of the HarscoCode of Conduct, you must contact theindividual designated as the EthicsPoint of Contact for your location, yourDivision, or the Ethics Point of Contactat Harsco's Corporate headquarters.The names and telephone numbers ofthese individuals are posted on yourofficial bulletin board.

HA R S C O CO R P O R A T I O N CO D E O F CO N D U C T

Harsco Corporation350 Poplar Church Road

Camp Hill, PA 17011 USA

T 717.763.7064

F 717.763.6424

E [email protected]

W www.harsco.com

Third Printing 9/09 English 3,000 © Copyright Harsco Corporation 2009

the harsco corporation code of conduct

Documents